AT&T Inc. Announces Private Exchange Offers for Five Series of Notes
Open to Certain Investors

February 15, 2018 03:11 AM Eastern Standard Time

DALLAS--(BUSINESS WIRE)--AT&T Inc. (NYSE: T) (“AT&T”) announced today the commencement of a
transaction to exchange five series of its outstanding notes as detailed
below. Concurrently with this transaction, AT&T also announced today the
commencement of a transaction to repurchase such five series of notes
pursuant to tender offers (each, a “Cash Offer”). The Cash Offers are
intended for retail holders, and accordingly only holders who are not
“qualified institutional buyers” and who are not non-U.S. persons (other
than “retail investors” in the European Economic Area and non-accredited
investors in Canada) are authorized to participate in the Cash Offers.

The exchange transaction consists of five separate private offers to
exchange (each, an “Exchange Offer” and collectively, the “Exchange
Offers”), any and all of the outstanding notes listed in the table
below, which have a special mandatory redemption (“SMR”) provision
(collectively, the “Old Notes”), in exchange for five new series of
AT&T’s senior notes which do not have an SMR provision (the “New Notes”)
and cash, on the terms and subject to the conditions set forth in the
Offering Memorandum dated February 15, 2018 (the “Offering Memorandum”
and, together with the notice of guaranteed delivery, the “Exchange
Offer Documents”). No consents are being solicited as part of the
Exchange Offers and no overall minimum condition exists for the Exchange
Offers, although each Exchange Offer is subject to a minimum condition
as set forth in the table below.

The Exchange Offers will expire at 5:00 p.m., New York City time, on
February 22, 2018, unless extended or earlier terminated by AT&T (the
“Exchange Offer Expiration Date”). Tenders of Old Notes submitted in the
Exchange Offers may be validly withdrawn at any time at or prior to 5:00
p.m. New York City time, on February 22, 2018, subject to any extension
by AT&T, but thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by law (as
determined by AT&T). The “Exchange Offer Settlement Date” will be
promptly following the Exchange Offer Expiration Date and is expected to
be February 27, 2018.

Total Consideration (1)

Title of Series of OldNotes to be Exchanged

PrincipalAmountOutstanding(mm)

ISIN No.

Old NotesMaturity Date

New NotesMaturity Date

NewSMRProvision

MinimumCondition(mm)

New Notes(principalamount)

Cash

Floating Rate Global Notes due 2023

€1,250

XS1629866606

September 4, 2023

September 5, 2023

None

€500

€1,000

€2.50

1.050% Global Notes due 2023

€750

XS1629865897

September 4, 2023

September 5, 2023

None

€300

€1,000

€2.50

1.800% Global Notes due 2026

€1,750

XS1629866192

September 4, 2026

September 5, 2026

None

€500

€1,000

€2.50

2.350% Global Notes due 2029

€1,500

XS1629866275

September 4, 2029

September 5, 2029

None

€500

€1,000

€2.50

3.550% Global Notes due 2037

£1,000

XS1634248865

September 14, 2037

September 15, 2037

None

£250

£1,000

£2.50

(1) Total Consideration per €1,000 or £1,000, respectively, principal
amount of Old Notes validly tendered and not validly withdrawn and
accepted for exchange, which includes a cash fee of €2.50 or £2.50 per
€1,000 or £1,000, respectively, principal amount of such Old Notes.

Upon the terms and subject to the conditions set forth in the Exchange
Offer Documents, Exchange Offer Eligible Holders who (i) validly tender
and who do not validly withdraw Old Notes at or prior to the Exchange
Offer Expiration Date (as defined below) or (ii) deliver a properly
completed and duly executed notice of guaranteed delivery and all other
required documents at or prior to the Exchange Offer Expiration Date and
tender their Old Notes pursuant to the Exchange Offers at or prior to
5:00 p.m., New York City time, on the second business day after the
applicable Exchange Offer Expiration Date pursuant to guaranteed
delivery procedures, and, subject in each case to tendering the
applicable minimum denominations, and whose Old Notes are accepted for
exchange by AT&T, will receive the applicable Total Consideration
specified in the table above.

AT&T will deliver New Notes in exchange for Old Notes accepted for
exchange in the Exchange Offers and pay the cash consideration on the
Exchange Offer Settlement Date (as defined below). No accrued but unpaid
interest will be paid on the Old Notes in connection with the Exchange
Offers. However, interest on each New Note will accrue from and include
the most recent interest payment date of the tendered Old Note, with the
exception of Floating Rate Global Notes due 2023, which will begin to
accrue interest from and including March 5, 2018. On March 5, 2018,
holders who held the Floating Rate Notes due 2023 as of the record date
for such interest payment and whose notes are accepted in the Exchange
Offer will also receive their full coupon for the current quarterly
interest period.

Each Exchange Offer is subject to certain conditions, including (i) that
the Old Notes are not subject to redemption under the terms of their SMR
provision, (ii) that the aggregate principal amount of New Notes to be
issued under such Exchange Offer must be equal to or greater than the
minimum condition amount corresponding to each Exchange Offer set forth
in the table above (the “Minimum Condition”), (iii) the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Cash Offers for such series of Old Notes (with respect
to each Cash Offer, the “Cash Offer Completion Condition”) and (iv) the
condition that AT&T does not determine, in its reasonable discretion,
prior to the Exchange Offer Expiration Date, that all conditions to the
closing of the proposed acquisition of Time Warner Inc. as set forth in
the Agreement and Plan of Merger, dated October 22, 2016 are reasonably
likely to be satisfied or waived on or before April 22, 2018. AT&T will
terminate an Exchange Offer for a given series of Old Notes if it
terminates the Cash Offer for such series of Old Notes, and AT&T will
terminate the Cash Offer for a given series of Old Notes if it
terminates the Exchange Offer for such series of Old Notes. The Cash
Offer Completion Condition may not be waived by AT&T however, AT&T
reserves the right, in its sole discretion, to waive the other
conditions.

The Exchange Offers are only made, the New Notes are only being offered
and will only be issued, and copies of the Offering Memorandum will only
be made available, to a holder of Old Notes who has certified its status
as either (a) a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”) or
(b) (i) a person who is not a “U.S. person” as defined under Regulation
S under the Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in the United
States holding a discretionary account or similar account (other than an
estate or trust) for the benefit or account of a non-“U.S. person”, (ii)
if located or resident in the European Economic Area, that they are
persons other than “retail investors” (for these purposes, a retail
investor means a person who is one (or more) of: (x) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or (y) a customer within the meaning of Directive
2002/92/EC (as amended, the “Insurance Mediation Directive”), where that
customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (z) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the “Prospectus
Directive”)) and (iii) if located or resident in Canada, is located or
resident in a province of Canada and is an “accredited investor” as such
term is defined in National Instrument 45-106 – Prospectus Exemptions
(“NI 45-106”), and, if resident in Ontario, section 73.3(1) of the
Securities Act (Ontario), in each case, that is not an individual unless
that person is also a “permitted client” as defined in National
Instrument 31-103 – Registration Requirements, Exemptions and Ongoing
Registrant Obligations (“Canadian Eligible Holders”). We refer to
holders of Old Notes who certify to us that they are eligible to
participate in the Exchange Offers pursuant to at least one of the
foregoing conditions as “Exchange Offer Eligible Holders”.

Only Exchange Offer Eligible Holders who have confirmed they are
Exchange Offer Eligible Holders are authorized to receive or review the
Exchange Offer Documents or to participate in the Exchange Offers. For
Canadian Eligible Holders, such participation is conditioned upon the
receipt of the Canadian beneficial holder electronic instructions. There
is no separate letter of transmittal in connection with the Offering
Memorandum.

The New Notes have not been registered under the Securities Act or any
state securities laws. Therefore, the New Notes may not be offered or
sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws.

Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Old Notes as to when such
intermediary needs to receive instructions from a holder in order for
that holder to be able to participate in, or (in the circumstances in
which revocation is permitted) revoke their instruction to participate
in the Exchange Offers before the deadlines specified herein and in the
Exchange Offer Documents. The deadlines set by each clearing system for
the submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the Exchange
Offer Documents.

This press release is not an offer to sell or a solicitation of an offer
to buy any of the securities described herein. The Exchange Offers are
being made solely by the Exchange Offer Documents and only to such
persons and in such jurisdictions as is permitted under applicable law.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer
target market (MIFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No PRIIPs key
information document (KID) has been prepared as not available to retail
in EEA.

In the United Kingdom, this press release is only being communicated to,
and any other documents or materials relating to the Exchange Offers are
only being distributed to and are only directed at, (i) persons who are
outside the United Kingdom, (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act (Financial
Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated,
falling within Articles 49(2)(a) to (d) of the Order (all such persons
together being referred to as “relevant persons”). Any investment or
investment activity to which this announcement relates is available only
to relevant persons and will be engaged in only with relevant persons.
Any person who is not a relevant person should not act or rely on this
announcement or any of its contents.

Lucid Issuer Services Limited will act as the exchange agent and
information agent in the Exchange Offers. Documents relating to the
Exchange Offers will only be distributed to holders of Old Notes who
certify that they are Exchange Offer Eligible Holders. Questions or
requests for assistance related to the Exchange Offers or for additional
copies of the Exchange Offer Documents may be directed to Lucid Issuer
Services Limited at +44 (0) 20 7704 0880. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offers. The Exchange Offer Documents
can be accessed at the following link: https://www.lucid-is.com/att.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking
statements that are subject to risks and uncertainties, and actual
results may differ materially. A discussion of factors that may affect
future results is contained in AT&T’s filings with the Securities and
Exchange Commission and the Offering Memorandum related to the Exchange
Offers. AT&T disclaims any obligation to update or revise statements
contained in this news release based on new information or otherwise.